Rayzor's Rise
by lilmickey2008
Summary: AU: Peter has to use his skills as Spiderman to save his buddy David once he becomes a monster named Rayzor, but things turn for the worse when the Green Goblin shows up and goes after his childhood friend, Alex Russo.
1. A Change For The Better?

**AN: This is my new try at a remake of one of my stories. The time line is kind of shaky, so if you get confused, please PM me for clarification. So, with that said, enjoy.**

**Chapter One: A Change For The Better?**

David Falcone was a big fan of the work that Oscorp was doing for New York City. When he wasn't at school, or working at the Daily Bugle with one of his other closest friends, he was always eager to see what was going on at Oscorp. Speaking of friends, he and his fellow science nerd was at a building where Oscorp showed off their products to the public. He and his buddy Peter Parker were friends with the son of the president, Harry. Whenever Norman (the president of Oscorp and Harry's father) shows off a big and new discovery or product, it could always be a safe bet that David and Peter would be at the grand showing, which brings them to Oscorp's showing room today.

David managed to drag along one of his friends, a young brunette named Alex Russo, whom he has known since preschool. David wanted to be more than friends with Alex, but his fear of rejection and the fear of losing a close in her as well made the young man keep his crush under a layer of friendship until the time is right for him to reveal his feelings. David quickly changed the focus in his mind, as he looked and scanned the area for Peter, and saw that he was talking to a young red head, who David realized was Mary Jane Watson. David smiled, and walked over to meet and greet Peter.

"Well, well, here he is. And I thought that you were dead." David said, getting Pete's attention.

"Sorry, man, I haven't seen you in a while." Peter said. "I wanted to hang out with you, but duty calls."

"Yeah, you are busy taking pictures for the Bugle, and being Spiderman." David said. Peter laughed, and playfully punched him in the arm. David looked over, and saw a girl David's age talking to Mary Jane.

"Who's that? Your girlfriend?" Peter asked. David looked to where Peter was pointing, and looked back at him, blushing really badly.

"No, that's only my friend." David said quickly. "We're only friends, promise!"

"Yeah, sure." Peter said. "How are you doing with her then?"

"How are you doing with Mary Jane?" David asked.

"Now that is low." Peter said. He and Mary Jane were on whole different level than David and Alex were. They were friends, while Peter and Mary Jane were dating casually. He really wished that he had the nerve to ask out Alex, but he didn't.

"How about this," Peter said, getting David's attention, "if I can agree to get Mary Jane to go on a double date, you have to ask Alex out."

"Deal." David said, knowing that this is going to be a real pain, because he is as nervous as anyone could be when asking out a pretty girl.

"Hey guys." Harry said, coming towards the two.

"The fortunate son joins the commoners, greeting Harry." David joked with his friend.

"Look, my dad and I have something special to show both of you." Harry said.

"What is it?" David asked him.

"Come and see." Harry said walking away. Peter and David exchanged a curious look, and then followed their friend.

* * *

Harry lead the two to a small area in which they saw some scientists working with a laser that was pointed at a small object on a table. This was going to be interesting to say the least. Norman walked up to them smiling.

"Glad that you can join us." He said with a smile. "If you can put these on, we can begin."

"What's going on?" Peter asked.

"Well, we are testing an energy beam that can steal DNA from an energy source that is really tiny." Norman said.

"Well, what is on that table then?" David asked.

"A Wolf hair." Norman said.

"This is going to be bright, so keep these on until it is done." Harry said.

"Okay, go for it." Norman said, signaling to the guy to start the machine.

The scientist nodded, and started the machine. The laser fired a bright green beam at the slide of the hair that was sitting on the table.

_This is amazing. _David thought as he watched in amazement.

As he looked on, he heard Norman scream out, "What in the hell is the matter!"

"I have no idea! The laser was stable when we tested it earlier!" The scientist manning the laser answered. David raised up his goggles to see what was going on, and just as he took a step further...

"David! Look out!" Peter screamed. David turned around, and before he knew it, the laser hit him dead on, and knocked him into the wall, hard.

David? David, hang on!" Peter yelled as Harry went to check on his friend. David laid on the floor, lifeless.

* * *

David felt as though his head was going to split open. He heard random voices that sounded like Peter and Harry, but he was so out of it, that he could barely see who was standing over him. As his vision cleared, he saw the concerned faces of his friends.

"David, are you alright?" Peter asked, helping him up.

"Man, what happened?" David asked weakly.

"You were tossed into the wall caused by that laser." Harry answered. "Are you alright?"

"I'm fine, just knocked out for a little bit." David answered, getting to his feet. "Man, I knew this wasn't going to be a boring trip after all."

"Come on man, after that bump, you need to rest at home." Peter said. Harry told his father what was going on, and he joined Peter in taking all of his friends home.

Of course, the story doesn't end here...

* * *

**AN: Keep reading to find out what happens next!**


	2. Rayzor Meets Spiderman

**AN: Just when everything seems to be calm and returning to normal, a big new danger emerges.**

**Chapter Two: Rayzor Meets Spiderman**

David felt oddly alright the next morning after his visit to OSCORP. His guardian Louis told him that he was going to stay home from school today until he felt better, as a matter of fact, after a good night sleep, he felt strangely better. For some unexplained reason, David woke up many times last night because he heard some strange noises outside of his window, but every time that he checked that certain area, he saw and heard nothing. Chalking that up to hitting his head, David went back to sleep.

David slid out of bed, and walked towards his bedroom door. As he touched the doorknob, he smelled a very strange smell. As soon as he entered the main hallway of his house, it gotten stronger.

_What the hell is that? _David thought. That smell was sweet, like the scent of someone very close to him. After a while, that smell still lingered, but he was able to ignore it.

"Man, I wonder if that had something to do with what happened yesterday." David told himself.

"I wonder what Peter is doing." David asked himself. He looked at the clock, and it read 2:00 PM.

"Peter's at home right about now, so I better swing by and see what he is doing." David said. He grabbed his black hoodie, and walked out of his front door.

* * *

Peter and David sat in Peter's room, talking about what had transpired the day before. Peter was drilling him with questions, while David played it cool.

"Man, are you all right?" Peter asked for what seemed to be the one-millionth time.

"Peter, I am fine." David said with a smile. "I stayed at home from school just to make sure that I was, and since I came all the way here on my own without any problems, it should be obvious that I am fine."

"What I meant to say was do you feel alright after what happened after that beam hit you?" Peter asked, just to make sure that he was understood.

"It's strange." David began. "Ever since I woke up this morning, I have been smelling this sweet smell."

"What does it smell like?" Peter asked.

"It smells a lot like the smell that Alex smells like." David answered.

"You know, that ray that hit you reflected from that wolf's hair, so maybe that is a side effect from that ray." Peter said.

"What makes you think so?" David asked.

"Prime example?" Peter asked, metaphorically, "me and my powers."

"Right. Do you think I should be worried?" David asked his friend.

"Well, I would say no, but if you really are asking me to be honest, after all the stuff that I have been through, I would say definitely be on the lookout for any more strange signs." Peter said in a somewhat worried voice.

"Yeah, you are right about that." David said in agreement. He looked at a wall clock and stood from his seat. "I better get home, it is getting late after all."

"See ya. Wait, what about that double date with me, Mary Jane, and you and Alex?" Peter asked, which caused David to visibly wince.

"Dude, please don't make me ask her." David whined.

"Alright, here's the deal." Peter said. "I am going to give you a week to ask her. If you don't, I am going to have Mary Jane ask her."

"Pete..."

"I mean it." Peter said, his voice very stern.

"Fine." David said. "Asshole."

"I heard that." Peter said. David gave him a friendly wave, and was off towards his home.

Next stop, Waverly Place.

* * *

_There's that damn scent again. _David thought as he rounded the corner. David had lost track of the time, so he figure that it was at least four o'clock when he arrived in his neighborhood. David found himself following that scent he recognized from earlier in the day. He remembered this neighborhood so well, but he was so preoccupied with following that scent, that he didn't realize where he was until he looked up and saw exactly where he was.

He was right in front of the Waverly Place sandwich shop. This was the place in which Alex and her family worked at, and owned. David quickly turned around and began to walk away before they knew that he was out here. There he went, acting like a total fool and Alex wasn't even in the room.

* * *

It was late at night when David bolted out of his sleep, sweating badly. He walked over to his bathroom, and tried to splash some water on his face. David found himself walking outside, and trying to cool himself down. David looked at the clear, starry sky, and felt himself calming down, and then he felt himself getting faint. He tried to make it inside, but before he could, he passed out...

* * *

Spiderman sat atop one of the buildings, looking around at the setting sun and the area. For some reason, this area was really peaceful. From experience, he knew that it wasn't going to stay that way.

"Well, I better get home." Spiderman said. Just as he turned to leave, his Spider sense went off. He turned around, and saw something big rush right pass him.

"Well, just another day at the office, I suppose." Spiderman said as he began to give chase to the beast. Spiderman found it easy to stay with the thing, which upon closer inspection turned out to be a wolf like thing that was huge with muscles. The thing's arms were bigger than Spiderman's whole body. Just as they came towards Waverly Place, the thing stops right on a roof over looking a sandwich shop.

Spiderman was ready for anything, but the wolf just stood there, looking at the shop, and that scared him the most.

_What's he doing? _Spiderman thought to himself. The creature just sat there briefly, and almost out of nowhere, he changed back into his human form. Spiderman stood there as he knew just who that thing really was.

"David?" Spiderman said in total disbelief.

* * *

**AN: Everyone is on edge as a new friend or foe is running around New York, and just when things can't get any worse, the Green Goblin decides to make an appearance.**


	3. The Beast Inside Of Me

**AN: Just what happens when David finds out just what he is? Well, that will have to wait, because he has to go to school first, and boy does that day get interesting.**

**Chapter Three: The Beast Inside Of Me**

David felt as though he was going to be sick. He wanted to literally throw up everything in his body, but he knew that was not going to be possible. He sat up, and literally almost fell over just trying to sit up. He finally stood up, and got a surprise.

"Glad to see that you are up." Peter said, from a corner on the roof of his room. David looked up, and saw his friend in his Spidey costume, but no mask. He hopped down, and stood in front of him.

"What happened?" David asked weakly. Peter sighed, and began explaining just what happened this night.

"Well, you turned into a giant wolf." Peter said in a calm voice.

"What?" David responded in disbelief.

"Yeah." Peter confirmed. "I was downtown in Waverly Place, and you ran right pass me. I barely kept up with you because you were so fast."

"What did I do?" David asked.

"That's the scariest thing, you didn't do anything." Peter said. "You just stood there, staring into Alex's bedroom."

"I didn't hurt her, did I?" David asked in a very frightened voice.

"No, right before anything happened, you changed back to normal." Peter said.

"Christ, how can this day get any worse?" David asked out of spite.

"Well, I better scoot, you do have to go to school in a few hours after all." Peter said. David gave a very weary smile, and waved his friend off. Peter hopped out of the window, and swung away.

David through himself on his bed, and while a million thoughts ran through his head, he slowly closed his eyes, and fell asleep.

* * *

_David heard a loud scream that grabbed his attention. He looked up, and saw Alex on her back, backing away from a green creature._

"_What do you want with me?" Alex asked in fear._

"_I want the wolf. I want Rayzor!" The creature screamed, causing Alex to flinch._

"_I don't know him, or where he is, so just leave me alone!" Alex screamed out of fear. The thing shook his head laughing and waving a finger._

"_I know that, my pretty. But here's the thing. If I use you, he'll come swinging to the rescue." He said. "So, let's play, shall we?"_

"_No! Leave me alone! Help!" Alex screamed as the creature scooped her up and carried her off._

* * *

David bolted up, and noticed that his alarm clock was ringing. He threw it to the ground, and sat up. He knew what he just went through was only a dream, but it felt so real. Not only that, but who was that green thing that was after Alex?

"Can't think about that now. Better get off to school." David told himself as he grabbed a pair of blue jeans and a New York Jets shirt. He quickly pulled them on, grabbed his book bag, and rushed off to school.

* * *

David walked into school feeling drowsy, which was due in part to the dream that he had a few hours ago. David went to his locker, and felt Justin walk up to him.

"Hey man, how are you feeling?" He asked.

"A lot better, all things considering." David answered. "How's Alex been doing?"

"She was over one day while you were at home, but you were gone." Justin said. David looked toward where Alex was, and saw her talking to her friends.

"Have you heard that there is this big wolf thing is running around town?" Justin asked David.

"Yeah, I heard." David answered him again. "Who's that guy talking to Alex?"

"I don't know." Justin replied. Some guy in a letterman jacket began talking to her. David, for some reason was able to hear every word of their conversation.

"_Hey there, pretty lady. I figured that I should give you another chance to date a star like me."_

"_Look jerk, in case you didn't get the memo, I don't like you. Now beat it."_

"_Whatever bitch, your loss."_

The guy was walking right pass Justin and David, and without giving it a second thought, David stuck out his foot, and tripped the muscle head, causing him to fall in the nearby trash can. Nearby students began to laugh and point. David smiled, and walked to class. Justin followed suit.

* * *

David was walking home from school, when he heard someone walking about twenty feet behind him. Judging by the small footsteps, he could tell it was Alex. He walked slowly enough so that his friend could catch up with him.

"Well, what brings you my way?" David asked as the two walked side by side.

"Since we are walking right by my house, I figured I see if you were alright." Alex said.

"I'm fine, sure." David said with a smile on his face. "Have you heard about that wolf thing that was heading around town?"

"Yeah, I bet the guy who it is really is cute." Alex said as they stood before her front door.

"Well, maybe I know who it is." David said without thinking. He wanted to take back what he said, until Alex spoke again.

"Wow, really? If that is true, you're really awesome!" Alex said. "See you later."

Alex gave him a quick hug, and ran inside. David stood there for a moment, and walked home in a trance like state.

* * *

David had another problem to worry about. He knew that this wasn't the last time he was going to 'go wolf' in these terms. He had three problems. One, he knew that he was going to meet that green creature in his dreams for real. Two, he knew that he was going to have to take on Spiderman at some point. Three, Alex. He really cared about her, and he knew that if he hurt her in any way, it would destroy him.

He was going to deal with all three problems in the future though.

* * *

**AN: Rayzor takes on Peter/Spiderman in the next chapter, so stay around for that!**


	4. Rayzor and Spiderman Versus Green Goblin

**AN: The first fight between Rayzor, Spiderman and The Green Goblin. R&R!**

**Chapter Four: Rayzor and Spiderman Versus Green Goblin **

David calmly sat on his window still, looking out at the city below. He tried to get Alex off of his mind, but he knew that was going to be easier said than done. He really had deep feelings for Alex, but in his mind, he knew that this was going to be a really tough time for the both of them, because he has this monster inside of him, and he knew that this thing was going to get out and cause some damage before something happened between him and Alex.

Life is like that sometimes, right when happiness is at it's highest. He knew that in the back of his mind, something bad was about to happen.

* * *

David was out walking on the Saturday afternoon, when all of a sudden, he heard a motor in the sky. He looked up, and saw a glider rush through the sky. He saw it head towards Waverly Place, and as the glider got farther away, David saw who, or in this case, what it was, and it made him freeze up in fear.

"My god. That's the thing that I saw from my dream, and it is heading right for Alex!" David told himself. Without warning, David found himself sprinting towards Waverly Place in pursuit of the thing that has been haunting his mind.

* * *

Alex was sweeping in front of the store that her parents owned. As soon as she wiped some sweat from her forehead, she heard a loud engine heading towards her and her home. She looked up, and saw some green creature looking at her.

"Well, my pretty, it is nice to meet you." The thing said, hovering on his glider over her.

"Who are you, and what do you want with me?" Alex asked, backing away from him.

"You can call me the Green Goblin, my sweet." Green Goblin said, along with some evil laughter.

"What do you want with me?" Alex asked.

"It's your buddy David I want." Green Goblin said. "He's been bragging that he knows who the wolf creature is that is running around town, and I seen him crush over you all the time, so I figured that I could get to him through you."

Just when Green Goblin was about to attack again, Spiderman swung onto the scene, and kicked the Green Goblin right in the face.

"Well, don't mind if I cut in." Spiderman said.

"What do you want you insect?" Green Goblin said.

"World Peace, but since you are here, I will settle for stopping you from harassing this young girl." Spiderman said. Green Goblin moved in to engage Spiderman, and the two were so busy fighting each other, they didn't notice that Rayzor arrived on the scene. Rayzor grabbed a trash can, and launched it right at the Green Goblin, but it went the wrong way, and was headed straight for Alex. Spidey saw this, and in a very quick motion, moved Alex out of the way just as the can was about to hit her.

"Alex, are you okay?" Spiderman asked her.

"Yeah, Thanks. Wait, how do you know me?" Alex asked him.

"David told me about you." Spiderman said. He ushered her inside with her family, and continued his business with the Green Goblin and Rayzor.

"You know, you two are going to be the end of each other." The Green Goblin said, laughing menacingly. I will find out your identity soon enough wolf, and I will stop at nothing to do that. We will finish this later."

With those last words, the Green Goblin was gone. Sirens were ringing out loudly in the distance. Rayzor and Spiderman exchanged a look, and took off, going separate ways.

* * *

Now it was on. Not only did David have Green Goblin to worry about, he almost hurt his friend Alex. He knew that this was going to be a very bad day. Just as he was about to beat himself up some more, Spidey appeared on his window sill.

"What?" David said in a grumpy tone, not looking at his friend.

"You know why I am here." Peter said, removing his mask. He stood right in front of him, and began to say what was on his mind.

"That was really dangerous what you did out there. You almost hit Alex with that trash can, you know that right?" Peter said.

"I was trying to hit the Green Goblin, not her." David said, getting in his face.

"Look, I want to take down the Green Goblin as much as you do, but if he knows that he can get to you through Alex, she isn't safe either." Peter said with a hint of concern in his voice.

"I will hang out with Alex as much as I please, and you can't stop me." David said angrily.

"David, this is for your own good." Peter tried to say.

"Peter, you better watch what the next thing you say to me is, because if it is the wrong thing, you are going to regret it." David said.

"If you really cared about Alex, you would not have did what you done earlier." Peter said.

That was the last straw. Without warning, David hit Peter right in his face. Peter, holding the spot where David hit him, stood right in front of him, both were exchanging glares as if they were daring the other to do something.

"Fine do what you want, you won't have any help from me." Peter said. With those last cold words, he was gone.

"Good." David said. "Maybe I can get rid of the Green Goblin with out his high and mighty attitude getting in my way."

This wasn't the end, you can count on that.

* * *

**AN: Keep reading to see what happens next!**


	5. Rayzor Versus Spiderman

**AN: After Peter and Rayzor have a falling out, they soon get into another fight, bringing in their alter egos as well.**

**Chapter Five: Rayzor Versus Spiderman**

It's kind of sad the way that things could get in a friendship. At one time you are buddy buddy with your closest friend that you known for a while and you probably know everything about them, and before you know it, things get really sour over something stupid or something completely understandable that would cause friction between friends.

That is where David and Peter were now. David knew that he was going to have to go and apologize to Peter eventually, but when and how is the two main questions. He knew that with the things that were going on right now. He wasn't going to be able to just say sorry. No, that would be too damn easy, and his life up to this point was anything but easy. He wanted it to be that easy, but he knew that it wasn't going to be like that.

David needed to think, and sitting in his room wasn't going to help him do that. He slipped on his shoes, jeans, and a t-shirt, walked out his front door, and was walking in the New York streets, his mind going a mile a minute. As he was walking down the street, he couldn't shake the feeling that someone was watching him, and he was right...

* * *

David found himself right in Queens, where Peter lived **(AN: If I am wrong, please correct me)**. David wanted to go right up to him and say that he was sorry for hitting him, but then something began to happen. David didn't know what it was. He looked around for someplace to hide, so that when and if he changed into Rayzor, he would not be seen doing so. He ran right into a dark alley, and soon enough, his worst fears have been realized. The beast has been released. He let out an triumphant and loud roar that shook some buildings around him. He leapt out of the alley, and took off.

_Free, at last..._

* * *

Peter knew that David wanted to apologize to him for actually hitting him a few days ago. Peter remembered what he said and took into account how David felt about Alex and also the fact that Peter knew David for a long time, and then he realized that David was right for hitting him. Well, not actually right, but Peter looked back at the situation, and then he realized that he was completely wrong about what he said.

"Damn." Peter said under his breath. He stood up, and looked out the window. Just as he turned away from the window, his spider sense went off. He looked out the window, and saw that Rayzor was in the neighborhood. He saw just where the wolf thing was going.

"Crap, he's heading for the university." Peter hissed to himself.

"I can beat him there." Peter said. He donned his Spiderman outfit, and took off after his friend, soon to be his future foe as well.

* * *

Rayzor landed at the university park, and the rain was now falling at a frantic pace. Rayzor knew that this was going to be a very interesting scene. He just stood there, looking as the rain fall. He was so preoccupied that he didn't hear Spiderman land right behind him until he turned around and saw him there.

"David, I know that you are in there, and I don't want to have to fight you, but if I have to put you down, I will." Spiderman said. Rayzor just stood there, and looked at him with a mixture of a confused and angry look on his face.

"I am not here to fight, but if I have to, I will." Spiderman said. Rayzor let out a roar, and charged after him. At that moment, if there was one thing that Spiderman was grateful for, it was his agility. He was able to dodge the running monster with ease. Spiderman turned around, and dodged him quickly to get out of the way of the running wolf beast again.

Spiderman knew that he was not going to be able to dodge this guy forever, he had to end this before he got hurt or he had to hurt him. Spiderman saw the field goal post, and got an immediate idea. Spiderman quickly ran to the post, and Rayzor was not too far behind. He climbed the post, and Rayzor began to quickly shake the post in an attempt to get him down. The second that Rayzor looked up at him, Spidey shot some webbing around his eyes. Rayzor growled and frantically tried to get that stuff off of his eyes. Spiderman saw this as an opportunity to attack. He webbed a nearby dumpster, and flung it right at Rayzor. To Spiderman's amazement. Rayzor must have sensed that it was coming, and knocked it away with ease.

"Okay, that was a waste of time." Spiderman said. "I know that he will change back eventually, so I just have to keep him busy until that happens."

Then without warning, Rayzor just took off. Spiderman had no idea where he was going, so he had to follow him.

"Well, this was a fun day, wasn't it?" Spiderman said to himself.

* * *

Spiderman found himself on the top of an abandoned building, and as he did a quick scan of the area, he noticed that there was a figure curled up in a fetal position on the ground. Spiderman sighed, and scooped David onto his shoulders, and began to take him home.

"Don't worry, my friend. I forgive you." Spiderman smiled.

Unknown to the two friends, Green Goblin was in the distance watching this whole episode, and he smiled.

_So, they are friends again, are they? No matter, I know exactly how to get David to play by my rules all right. This is about to get very interesting..._

* * *

**AN: Next chapter, just as David and Peter amend their broken friendship, Green Goblin makes his move, and that puts everyone on edge. R&R! **


	6. The Most Valued Treasure Part I

**AN: Just when things start to calm down and the outlook looks bright, the unthinkable happens.**

**Chapter Six: The Most Valued Treasure Part I**

David sat on the edge of his bed while Peter, who had on his Spiderman outfit without his mask on, sat on the edge of his dresser, not looking at his friend. The room was eerily quiet. Each wanted to say sorry, but neither wanted to cave first. In a way both were wrong. David didn't have to hit Peter, and Peter didn't have to call him out by saying that he didn't care about Alex. Someone was going to have to break the silence, though.

"Peter, look, I know that I shouldn't have hit you." David began. "But something happened that made me act as if I wasn't me anymore."

"I get it." Peter said. "This is Spiderman you are talking to. I know how hard it is to use and control powers. You will get used to it."

"Yeah, but what about Alex? How am I going to tell her about this?" David asked in a sad tone.

"How about you let me handle that." Peter said.

"No." David said. "I have to tell her."

"What I meant was that I will tell Alex that you need to talk to her about something important." Peter said.

"Oh, okay then." David said, nodding his head.

"Thanks." Peter said. David waved as his friend re-donned his mask, and swung away. David smiled as he watched his friend and ally leave. He threw himself onto his bed, and sighed in content.

The easy part was over, now here comes the hardest part...

* * *

Alex was walking home from a friend's home. When she was a block from her home, she noticed that Peter was right there.

"Peter. I see that you are doing well. So, what brings you my way?" Alex asked. Peter sighed, ran his hand through his hair, and smiled at his friend.

"It's David." Peter said.

"What's wrong with him?" Alex asked, looking a little concerned.

"Nothing. Well, that is not totally true." Peter said.

"What's wrong? Is he alright?" Alex asked.

"Yeah, he is alright now, but it would be better if he told you rather than me." Peter said. "He is alright, but can you meet him near the café near your school?" Peter asked.

"Fine. Tell him to meet me there in an hour." Alex said.

"Thanks." Peter stated. He walked away, and Alex just wondered what this was going to be all about...

_David, what is wrong and why can't you tell me?_

* * *

"David, Alex told me that she wants to meet you at Miller's café in about an hour." Peter said into his receiver.

"Right, thanks man." David said. "Peter, I am sorry about hitting you, I let my emotions get the better of me."

"No problem. It's all good with us now." Peter said with a chuckle. "Now you make sure that you go and tell Alex how you feel about her, because I did all I am allowed to do, and now it is all on you."

"Thanks again for all of your help. I really appreciate it." David said, thanking Peter once again for his help.

"No problem, and good luck." Peter said.

David slipped his cell phone into his pocket, and grabbed one of his clean t-shirts. He slipped on his jeans, tucked in his t-shirt, and walked towards the café, all the while practicing just what he was going to say to Alex when he saw her.

* * *

David looked around for Alex, and saw her reading at a table, dressed in a blue jean skirt and a t-shirt. David sighed, and walked over to her. He took a seat right in front of her, and she greeted him with a smile.

"David, it's nice to see you." Alex said with a smile. "Peter said that you wanted to talk to me about something?"

"Yeah, as a matter of fact, I do want to talk to you about something." David said. Alex looked at him with a happy look on his face, but David wondered what should he tell her, about him being that wolf creature, or the fact that he actually loved her? If he did either, he could lose her forever, and was that worth the risk?

"Look, some things have been going on with me lately, and they made me think about what is important and close to my heart." David said, looking down at the table.

"Like what?" Alex asked.

"You are really important to me, and I hope that we can be friends forever." David said.

"David, please tell me what is on your mind." Alex asked in a pleading tone and with a look of somewhat concern on her face. David continued to look at the table before finally making eye contact with his friend.

David was about to speak, but David sensed something coming at the two of them. Just as the object came crashing through the front of the shop, and came right at them, David quickly knocked Alex out of the way, and held her close to him as various people went running for cover.

"Are you alright?" David asked Alex.

"Y-Yeah, I am fine." Alex said, obviously shaken up by what has happened. David looked behind him and saw a very familiar glider coming in the shop. David then turned around, and saw the Green Goblin standing right there.

"Well, well, well. The lovebirds are out and about on this lovely day." Green Goblin said cackling with evil laughter. He reached out, and snatched Alex by her hair, causing her to yelp in pain, and held her close to him. David made a move to try and get her back, but the Green Goblin held a claw against her throat, causing him to stop in his tracks.

"What do you want?" David said.

"I want the wolf creature, and you have been bragging that you know where and who he is." Green Goblin said. "Meet me at the Clock Tower tomorrow at 3 PM. I will tell you what I want then."

"What if I don't come then?" David asked.

"Then I kill your girlfriend." Green Goblin said in a murderous tone. He pulled out a bomb containing knock out gas, and threw it at David. It let out a hiss, and David began to fell weak. The last image that he saw was Alex being dragged away by the Green Goblin, him cackling like madman before David fell to the ground unconscious.

* * *

**AN: Keep reading for more!**


	7. The Most Valued Treasure Part II

**AN: The Green Goblin has Alex, and David will have to do whatever he wants to get Alex back.**

**Chapter Seven: The Most Precious Treasure Part II**

_Where am I? Why is everything so dark? Wait, was I going to tell Alex something about how I really felt about her? Man, everything is such a blur... The last thing that I can remember was that I was about to tell Alex that I loved her, and then that green son of a bitch showed up. Then he took her to god knows where, and I am here, obviously still knocked out from whatever that bastard gave me. I wonder if Alex knows how I feel about her. She really means the world to me, and if I do lose her, I will never forgive myself. I pray to the almighty power that she is alright..._

* * *

David quietly sat up, and looked around. He was back in his room, and he felt as though he was asleep for a long time. He tried to stand up, but he felt the room spin around him, and was helped back to the bed he was on by Peter.

"Thanks." David answered.

"No problem." Peter said. "David, do you know what happened yesterday?"

"Wait a minute. Yesterday? How long was I out for?" David asked looking at his wall clock. It read 2:00 PM. Then he remembered what The Green Goblin said.

_Meet me at the Clock Tower at 3PM, otherwise I'll kill your girlfriend._

Those words rang in his mind as he knew that the Goblin meant business. In a trance like state, David began to pull on his clothes, getting a concerned look from Peter.

"David, where are you going?" Peter asked.

"Goblin wants to meet me at the Clock Tower in an hour." David answered, putting on his shoes.

"David, if you go alone, he will kill you." Peter said, obviously concerned for his friend.

"And if I don't, he is going to kill Alex." David said, which got Peter to shut his mouth.

"Well, there is no changing your mind, is there?" Peter asked.

"No, there isn't." David said.

"Well, I am coming with you at least." Peter said. David wanted to protest, but knew that he needed the back up in case Green Goblin got violent.

"Great, come on." David said.

* * *

David stood on the Clock Tower, as a cool wind swept by. Spiderman was on a nearby building, watching the whole thing go down. David was pacing back and forth, worry for Alex obviously wearing on him. He was debating leaving, but then he heard a engine flying towards him, and soon enough, the Green Goblin showed up. He let out that cackling laugh that Spiderman and David came to hate so much.

"Well, it's nice to see that you have shown up on time, you must really care about her, don't you?" Green Goblin asked, almost mocking him.

"Where is she?" David asked, getting angry.

"She's fine." Green Goblin said. "Whether or not she stays that way is going to be up to you."

"Fine, what do you want with me?" David asked, trying to keep his anger down.

"I want that wolf creature." Green Goblin demanded. "You know who he is, and I want you to bring him and Spiderman to me."

"I can't do that. I am not even sure that I can find the wolf, let alone get Spiderman to show." David said.

"Well then, get ready to bury your girlfriend." Green Goblin said coldly.

"No! Don't hurt her! I'll do it, just don' hurt her, please..." David said in an almost pleading tone.

"Good boy. Bring her to Daily Bugle at Midnight. I will give you a day to do so, and not a minute later." Green Goblin said. He flew away on his glider, laughing like a madman as he did so. As soon as the Green Goblin was out of sight, Spiderman appeared right next to David.

"Great, now what are you going to do?" Spiderman asked him.

"I have to give him what he wants, if I want Alex back alive, I have to do exactly what he says." David said in a sad tone.

* * *

Alex felt as though she was hit hard in the head. When she finally came to, she looked around, and saw that she was in a dark and abandoned factory. She tried to move her arms, and found out that she had her arms chained to a pole. She tried to move, but found that she couldn't do so. She was about to cry, but Green Goblin returned, and landed right in front of her.

"I really do hope that you like your current accommodations." Green Goblin said sarcastically.

"I've seen better." Alex said, trying to fight back tears. She wasn't going to give this son of a bitch the satisfaction of seeing her cry.

"Well, don't worry, your boyfriend is playing ball, so you might not be here for much longer." Green Goblin said.

"I don't have a boyfriend." Alex shot at him.

"Come on now. You don't expect me to buy that BS now, do you?" Green Goblin asked Alex. "David Falcone is willing to give me Spiderman and that wolf creature just to get you back. Face it darling, he loves you."

"Why should I believe you? You are the monster that kidnapped me in the first place!" Alex screamed at him.

"Fine don't believe me, but I am willing to bet that you will believe me when I say that if your boyfriend doesn't do as I say, I will kill you." Green Goblin said, his yellow eyes mere inches from her own. Alex spat in his face, which seemed to piss him off really bad. He punched Alex in the face, knocking her out cold.

"Now that she is quiet, maybe I can get some peace around here so that I can plan how to get rid of them." Green Goblin smiled.

* * *

**AN: The Showdown is next. R&R!**


	8. The Most Valued Treasure Part III

**AN: The time for the showdown between The Green Goblin, and David and Spiderman has arrived, and so has the end of this story. What will happen? **

**Chapter** **Eight: The Most Valued Treasure Part III**

David never felt so nervous in his life. It was about five minutes before the deadline that the Green Goblin gave him, and he had no idea what was going to happen when the Green Menace showed up. No matter how hard he tried, he was not able to change back into Rayzor, because that required for him to have very complete and total concentration. The fact that the Green Goblin has the girl that he really cared for and loved. He knew that the Green Goblin was coming quick, and within minutes, hell, seconds, and he only had Spiderman right before him.

"Peter, what am I going to do?" David asked. Peter looked at his friend with a friendly look on his face.

"We are going to do exactly as how the Green Goblin says we are to do." Peter said. "Don't worry, we are going to get her back."

"I hope so, I really do." David said with deep worry."

* * *

Green Goblin looked down at his captive, who had a bruise on her face due to him hitting her to get her to be quiet. She was either still unconscious, or just asleep. No need to think about that right now. It was time to meet up with David, and there he knew that he was going to kill them both.

Green Goblin let out a howl of laughter, and he scooped up the girl, and raced off towards the Daily Bugle on his glider, laughing the whole way there.

* * *

David felt himself tense up when he heard the familiar sound of a motorized glider came closer. David stood still as the Green Goblin stepped off of his glider, and looked at David with Spiderman at his feet.

"Where is the wolf?" The Green Goblin asked.

"He's coming." David said sternly, more interested in the well being of Alex, who was now awake, and sitting on the roof, watching as the entire deal went down. David noticed that her face was bruised, and knew that the Green Goblin was responsible. David grew angry, and wanted to kill the Green Goblin, but he knew that as long as Green Goblin had Alex, he was better off not making a move until she was out of danger and harm's way.

"I told you that I wanted both Spiderman and that wolf thing here." Green Goblin said, getting angry.

"He's coming." David answered again, trying to keep his voice down, and not do something that he was going to regret later.

"Well, now you know what I have to do now, right?" Green Goblin said. He picked up Alex, and in a gorilla press style, and walked over to the edge of the roof. Spiderman was up and watching this whole episode unfold.

"Green Goblin, don't do this!" David pleaded. Green Goblin looked right into David's and Spiderman eyes, and tossed Alex off the roof. David's eyes widened in horror as he watched what Green Goblin has done.

"David, help!" Alex screamed.

David didn't think twice. He launched himself off the roof, as Spiderman dealt with Green Goblin.

David grabbed her, and knew that if he was going to die, he was going to make damn sure that Alex was going survive this. David closed his eyes, and shed a tear as the ground was fast approaching them...

* * *

David opened his eyes, and realized that he was still alive, but how was the question. David knew that he had landed on something, because he heard metal bending and glass shattering. David looked at his body, and realized that to his relief, he changed back into the wolf creature that he named Rayzor. He looked down at the young girl huddled against him, and realized that she was alright, but she passed out again from all of the excitement. Rayzor looked around at the various people running and scattering from the scene, and then he remembered that Spiderman was dealing with the Green Goblin.

Rayzor knew that he owed that Green son of a bitch one, and he figure that now would be the best time to pay him back. Making sure that he had a tight grip on Alex, Rayzor jumped back on the roof of the Daily Bugle to rejoin the fight between the two.

* * *

Spiderman knew that as soon as Rayzor saw the Green Goblin, he would have to literally pull him off of the guy.

"Well, it seems that David has changed into Rayzor now." Green Goblin said. "Now I can get rid of two pains at once."

Green Goblin raced at them on his glider, but Rayzor isn't exactly a small creature. He knocked Goblin off of his glider with ease, and with one massive punch, he sent Green Goblin flying. He was not done yet. Rayzor held him over the cliff, prepared to give him a taste of what he did to them minutes earlier.

"Buddy, come on now, it isn't worth it." Spiderman said. "He's been beaten already, so it's not worth it to do any more."

Rayzor wasn't listening. Just as he was about to let him go, he felt a soft touch on his massive arm.

Rayzor looked at Alex in her eyes, and she had tears falling from them.

"Please, don't do this." Alex said. That was the saving grace for Green Goblin. Rayzor threw him into a brick wall, and he landed with a thud on the ground.

"Take me home." Alex said. Rayzor scooped her into his arms, and jumped away, with Spiderman following close behind.

* * *

After everything that has happened, David knew that in his heart, he really loved Alex, but he also knew that with his powers and the danger that resided now that Green Goblin knew who he really was, he wasn't going to stop now that he was Rayzor. So he had to leave her behind. Because he loved her so much, that was going to hurt for a long time. As he turned to leave...

"David?" Alex called softly from her bed. David turned, and looked at his friend.

"Yeah?" David answered softly.

"Thanks, for everything." Alex called. "I am glad to have you in my life."

"So am I." David replied. "You make me want to be a better man."

Alex gave him a sleepy smile, and soon she fell asleep. David waited for a few minutes before leaving himself. As soon as he hit the pavement, he saw Spiderman hanging off a telephone pole.

"Did you tell her?" Spiderman asked.

"No, I figured that would be a better story for another day and another time." David answered.

"Well, that is a way to end an other wise frantic chapter, isn't it?" Spiderman asked, laughing.

"Goodbye. Peter." David said.

"Well, did you kiss her?" Spiderman teased.

"Beat it, insect." David laughed. Spiderman laughed one more time, before swinging off. David let out a chuckle himself, before leaving towards his own home.

**THE END**

* * *

**AN: Just to let everyone know, I plan on doing another story about this. Thanks for reading and stay tuned for more!**


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